Common use of Clean-Up Period Clause in Contracts

Clean-Up Period. (a) Notwithstanding any other provision of any Finance Document: (i) any breach of representation or warranty made or deemed to have been made or repeated under Clause 24 (Representations) (except in relation with any representation set out in Clauses 24.23 (Sanctions), 24.24 (Anti-Corruption) and 24.25 (Anti-money Laundering)); (ii) any breach of any undertakings specified in Clause 27 (General Undertakings) (except in relation with any undertaking set out in Clauses 27.30 (Sanctions) and 27.31 (Anti-corruption Law and Anti-money Laundering)); or (iii) any Event of Default (except in relation with any representation set out in Clauses 24.23 (Sanctions) , 24.24 (Anti-Corruption) and 24.25 (Anti-money Laundering) or undertaking set out in Clauses 27.30 (Sanctions) and 27.31 (Anti-corruption Law and Anti-money Laundering)), will be deemed not to be a breach of representation or warranty, a breach of covenant or an Event of Default (as the case may be) if: (A) it would have been (if it were not for this provision) a breach of representation or warranty, a breach of covenant or an Event of Default only by reason of circumstances relating exclusively to: (1) in relation to the Acquisition, any member of the Target Group (or any obligation to procure or ensure in relation to a member of the Target Group) or (2) in relation to a Permitted Acquisition, the acquired person, business, undertakings or any member of the relevant target group (or any obligation to procure or ensure in relation to a member of such target group); (B) it is notified by the Obligors' Agent to the Agent as soon as reasonably practicable; (C) it is capable of remedy within the Clean-Up Period and reasonable steps are being taken to remedy it; (D) the circumstances giving rise to it have not been procured or approved by the Parent (in relation to the Acquisition) or any member of the Group following the Acquisition Closing Date and/or in relation to a Permitted Acquisition; and (E) it does not have or is not reasonably likely to have a Material Adverse Effect. (b) Notwithstanding the above, if the relevant circumstances are continuing on or after the last day of the Clean-Up Period, there shall be a breach of representation or warranty, breach of covenant or Event of Default, as the case may be (and without prejudice to any rights and remedies of the Finance Parties). (c) The Obligors’ Agent shall promptly notify the Agent upon becoming aware of the occurrence or existence of any event or circumstance which, but for this Clause 28.20 would constitute an Event of Default and the steps, if any, being taken to remedy it.

Clean-Up Period. (a) Notwithstanding any other provision terms of this Agreement, during the period commencing on the Closing Date and expiring 120 days after the Closing Date, if any matter or circumstance that exists in respect of any Finance Documentmember of the Target Group would constitute: (i) any a breach of a representation or warranty made or deemed to have been made or repeated under in Clause 24 17 (Representations) (except in relation with any representation set out in Clauses 24.23 (Sanctions), 24.24 (Anti-Corruption) and 24.25 (Anti-money Laundering));; or (ii) any a breach of any undertakings specified an undertaking in Clause 27 18 (Information Undertakings) or Clause 20 (General Undertakings) (except in relation with any undertaking set out in Clauses 27.30 (Sanctions) and 27.31 (Anti-corruption Law and Anti-money Laundering)); or (iii) any Event of a Default (except in relation with any representation set out in Clauses 24.23 (Sanctions) , 24.24 (Anti-Corruption) and 24.25 (Anti-money Laundering) or undertaking set out in Clauses 27.30 (Sanctions) and 27.31 (Anti-corruption Law and Anti-money Laundering)), will be deemed not to be a breach of representation or warranty, a breach of covenant or an Event of Default Default, (as the case may bea “Relevant Default”) ifthen: (A) it would have been (if it were not for this provision) a breach of representation or warranty, a breach of covenant or an Event of Default only by reason of circumstances relating exclusively to: (1) in relation to the Acquisition, any member of the Target Group (or any obligation to procure or ensure in relation to a member of the Target Group) or (2) in relation to a Permitted Acquisition, the acquired person, business, undertakings or any member of the relevant target group (or any obligation to procure or ensure in relation to a member of such target group); (B) it is notified by the Obligors' Agent to the Agent as soon as reasonably practicable; (C) it is capable of remedy within the Clean-Up Period and reasonable steps are being taken to remedy it; (D) the circumstances giving rise to it have not been procured or approved by the Parent (in relation to the Acquisition) or any member of the Group following the Acquisition Closing Date and/or in relation to a Permitted Acquisition; and (E) it does not have or is not reasonably likely to have a Material Adverse Effect. (b) Notwithstanding the above, if the relevant circumstances are continuing on or after the last day of the Clean-Up Period, there shall be a breach of representation or warranty, breach of covenant or Event of Default, as the case may be (and without prejudice to any rights and remedies of the Finance Parties). (c) The Obligors’ Agent shall promptly notify the Agent upon becoming aware of its occurrence, the occurrence or existence Company shall notify the PIK Facility Agent of any that Relevant Default and the related event or circumstance which, but for this Clause 28.20 would constitute an Event of Default (and the steps, if any, being taken to remedy it); and (B) subject to paragraph (b) below, during the Clean-up Period that Relevant Default shall not constitute a Default or an Event of Default and the PIK Facility Agent shall not be entitled to give any notice under Clause 21.17 (Acceleration) with respect to that Relevant Default until (if that Relevant Default is then continuing) the earlier of: (iv) the date immediately after the end of the Clean-up Period; and (v) the date (if any) on which a Material Adverse Effect occurs as a result of that Relevant Default. (b) Paragraph (a)(B) above shall not apply with respect to any Relevant Default to the extent that: (i) the Relevant Default is not capable of remedy; or (ii) it is capable of remedy and reasonable steps are not being taken to remedy it within 20 Business Days of the PIK Facility Agent giving notice to the Company or the Company becoming aware of the occurrence that Relevant Default; or (iii) the Relevant Default has been procured by or approved by the Company or Bidco. (c) For the avoidance of doubt subject to Clause 4.2 (Certain Funds), paragraph (a)(B) above shall not restrict the PIK Facility Agent’s right to give any notice under Clause 21.17 (Acceleration) with respect to any Default or Event of Default which is not a Relevant Default.

Clean-Up Period. (a) Notwithstanding any other provision of any Finance Document, during the Clean-Up Period (relating to the Acquisition or a Future Acquisition), any event or circumstance which constitutes: (i) any breach of representation a Clean-Up Representation or warranty made or deemed to have been made or repeated under Clause 24 (Representations) (except in relation with any representation set out in Clauses 24.23 (Sanctions), 24.24 (Antia Clean-Corruption) and 24.25 (Anti-money Laundering));Up Undertaking; or (ii) any breach of any undertakings specified in Clause 27 (General Undertakings) (except in relation with any undertaking set out in Clauses 27.30 (Sanctions) and 27.31 (Anti-corruption Law and Anti-money Laundering)); or (iii) any Event of Default (except in relation with any representation set out in Clauses 24.23 (Sanctions) , 24.24 (Anticonstituting a Clean-Corruption) and 24.25 (Anti-money Laundering) or undertaking set out in Clauses 27.30 (Sanctions) and 27.31 (Anti-corruption Law and Anti-money Laundering))Up Default, will be deemed not to be a breach of representation or warranty, a breach of covenant covenant, a Default or an Event of Default (as the case may be) with respect to (in the case of the Clean-Up Period relating to the Acquisition) any Target Group Member or (in the case of the Clean-Up Period relating to a Future Acquisition) any member of the Future Target Group in respect of such Future Acquisition if: (A) it would have been (if it were not for this provision) a breach of representation or warranty, a breach of covenant covenant, a Default or an Event of Default only by reason of circumstances relating exclusively to: (1) in relation to such Target Group Member or, as the Acquisitioncase may be, any such member of the Future Target Group (or any obligation to procure or ensure in relation to a such Target Group Member or, as the case may be, such member of the Future Target Group) or (2) in relation to a Permitted Acquisition, the acquired person, business, undertakings or any member of the relevant target group (or any obligation to procure or ensure in relation to a member of such target group); (B) it is notified by the Obligors' Agent to the Agent as soon as reasonably practicable; (C) it is capable of remedy within on or before the expiry of such Clean-Up Period and reasonable steps are being taken to remedy it; (DC) the circumstances giving rise to it have not been procured by or approved by the Parent (in relation to the Acquisition) Parent, Borrower or any member of the other Group following the Acquisition Closing Date and/or in relation to a Permitted AcquisitionMember; and (ED) it does not have or is would not reasonably likely be expected to have a Material Adverse Effect. (b) Notwithstanding the above, provided that if the relevant circumstances are such event or circumstance is continuing on or after the last day expiry of the such Clean-Up Period, there shall be a breach of representation or warranty, breach of covenant covenant, Default or Event of Default, as the case may be notwithstanding the above (and without prejudice to any the rights and remedies of the Finance PartiesParties in respect thereof shall be fully preserved). (cb) The Obligors’ Agent shall promptly notify If, on or before the Agent upon becoming aware expiry of a Clean-Up Period relating to the occurrence Acquisition or existence of a Future Acquisition), any event or circumstance which, but for this Clause 28.20 has occurred with respect to (in the case of the Clean-Up Period relating to the Acquisition) any Target Group Member or (in the case of the Clean-Up Period relating to a Future Acquisition) any member of the Future Target Group in respect of such Future Acquisition which would constitute an Event a Clean-Up Default have occurred, as soon as reasonably practicable after becoming aware of its occurrence or existence, the Borrower shall notify the Facility Agent of that Clean-Up Default and such event or circumstance (and the steps, if any, being taken to remedy it).

Clean-Up Period. (a) Notwithstanding any other provision terms of this Agreement, during the period commencing on the Closing Date and expiring 120 days after the Closing Date (the “Clean-up Period”), if any matter or circumstance that exists in respect of any Finance Documentmember of the Target Group would constitute: (i) any a breach of a representation or warranty made or deemed to have been made or repeated under in Clause 24 17 (Representations) (except in relation with any representation set out in Clauses 24.23 (Sanctions), 24.24 (Anti-Corruption) and 24.25 (Anti-money Laundering));; or (ii) any a breach of any undertakings specified an undertaking in Clause 27 18 (Information Undertakings) or Clause 20 (General Undertakings) (except in relation with any undertaking set out in Clauses 27.30 (Sanctions) and 27.31 (Anti-corruption Law and Anti-money Laundering)); or (iii) any Event of a Default (except in relation with any representation set out in Clauses 24.23 (Sanctions) , 24.24 (Anti-Corruption) and 24.25 (Anti-money Laundering) or undertaking set out in Clauses 27.30 (Sanctions) and 27.31 (Anti-corruption Law and Anti-money Laundering)), will be deemed not to be a breach of representation or warranty, a breach of covenant or an Event of Default Default, (as the case may bea “Relevant Default”) ifthen: (A) it would have been (if it were not for this provision) a breach of representation or warranty, a breach of covenant or an Event of Default only by reason of circumstances relating exclusively to: (1) in relation to the Acquisition, any member of the Target Group (or any obligation to procure or ensure in relation to a member of the Target Group) or (2) in relation to a Permitted Acquisition, the acquired person, business, undertakings or any member of the relevant target group (or any obligation to procure or ensure in relation to a member of such target group); (B) it is notified by the Obligors' Agent to the Agent as soon as reasonably practicable; (C) it is capable of remedy within the Clean-Up Period and reasonable steps are being taken to remedy it; (D) the circumstances giving rise to it have not been procured or approved by the Parent (in relation to the Acquisition) or any member of the Group following the Acquisition Closing Date and/or in relation to a Permitted Acquisition; and (E) it does not have or is not reasonably likely to have a Material Adverse Effect. (b) Notwithstanding the above, if the relevant circumstances are continuing on or after the last day of the Clean-Up Period, there shall be a breach of representation or warranty, breach of covenant or Event of Default, as the case may be (and without prejudice to any rights and remedies of the Finance Parties). (c) The Obligors’ Agent shall promptly notify the Agent upon becoming aware of its occurrence, the occurrence or existence Company shall notify the PIK Facility Agent of any that Relevant Default and the related event or circumstance which, but for this Clause 28.20 would constitute an Event of Default (and the steps, if any, being taken to remedy it); and (B) subject to paragraph (b) below, during the Clean-up Period that Relevant Default shall not constitute a Default or an Event of Default and the PIK Facility Agent shall not be entitled to give any notice under Section 6.02 of Schedule 9 (Acceleration) with respect to that Relevant Default until (if that Relevant Default is then continuing) the earlier of: (iv) the date immediately after the end of the Clean-up Period; and (v) the date (if any) on which a Material Adverse Effect occurs as a result of that Relevant Default. (b) Paragraph (a)(B) above shall not apply with respect to any Relevant Default to the extent that: (i) the Relevant Default is not capable of remedy; or (ii) it is capable of remedy and reasonable steps are not being taken to remedy it within 20 Business Days of the PIK Facility Agent giving notice to the Company or the Company becoming aware of the occurrence that Relevant Default; or (iii) the Relevant Default has been procured by or approved by the Company or Bidco. (c) For the avoidance of doubt subject to Clause 4.2 (Certain Funds), paragraph (a)(B) above shall not restrict the PIK Facility Agent’s right to give any notice under Section 6.02 of Schedule 9 (Acceleration) with respect to any Default or Event of Default which is not a Relevant Default.

Clean-Up Period. (a) Notwithstanding any other provision terms of this Agreement, during the period commencing on the Closing Date and expiring 120 days after the Closing Date, if any matter or circumstance that exists in respect of any Finance Documentmember of the Target Group would constitute: (i) any a breach of a representation or warranty made or deemed to have been made or repeated under in Clause 24 22 (Representations) (except in relation with any representation set out in Clauses 24.23 (Sanctions), 24.24 (Anti-Corruption) and 24.25 (Anti-money Laundering));; or (ii) any a breach of any undertakings specified an undertaking in Clause 27 23 (Information undertakings) or Clause 25 (General Undertakings) (except in relation with any undertaking set out in Clauses 27.30 (Sanctions) and 27.31 (Anti-corruption Law and Anti-money Laundering)undertakings); or (iii) any Event of a Default (except in relation with any representation set out in Clauses 24.23 (Sanctions) , 24.24 (Anti-Corruption) and 24.25 (Anti-money Laundering) or undertaking set out in Clauses 27.30 (Sanctions) and 27.31 (Anti-corruption Law and Anti-money Laundering)), will be deemed not to be a breach of representation or warranty, a breach of covenant or an Event of Default Default, (as the case may bea “Relevant Default”) ifthen: (A) it would have been (if it were not for this provision) a breach of representation or warranty, a breach of covenant or an Event of Default only by reason of circumstances relating exclusively to: (1) in relation to the Acquisition, any member of the Target Group (or any obligation to procure or ensure in relation to a member of the Target Group) or (2) in relation to a Permitted Acquisition, the acquired person, business, undertakings or any member of the relevant target group (or any obligation to procure or ensure in relation to a member of such target group); (B) it is notified by the Obligors' Agent to the Agent as soon as reasonably practicable; (C) it is capable of remedy within the Clean-Up Period and reasonable steps are being taken to remedy it; (D) the circumstances giving rise to it have not been procured or approved by the Parent (in relation to the Acquisition) or any member of the Group following the Acquisition Closing Date and/or in relation to a Permitted Acquisition; and (E) it does not have or is not reasonably likely to have a Material Adverse Effect. (b) Notwithstanding the above, if the relevant circumstances are continuing on or after the last day of the Clean-Up Period, there shall be a breach of representation or warranty, breach of covenant or Event of Default, as the case may be (and without prejudice to any rights and remedies of the Finance Parties). (c) The Obligors’ Agent shall promptly notify the Agent upon becoming aware of its occurrence, the occurrence or existence Company shall notify the Facility Agent of any that Relevant Default and the related event or circumstance which, but for this Clause 28.20 would constitute an Event of Default (and the steps, if any, being taken to remedy it); and (B) subject to paragraph (b) below, during the Clean-up Period that Relevant Default shall not constitute a Default or an Event of Default and the Facility Agent shall not be entitled to give any notice under Clause 26.18 (Acceleration) with respect to that Relevant Default until (if that Relevant Default is then continuing) the earlier of: (i) the date immediately after the end of the Clean-up Period; and (ii) the date (if any) on which a Material Adverse Effect occurs as a result of that Relevant Default. (b) Paragraph (a)(B) above shall not apply with respect to any Relevant Default to the extent that: (i) the Relevant Default is not capable of remedy; or (ii) it is capable of remedy and reasonable steps are not being taken to remedy it within 20 Business Days of the Facility Agent giving notice to the Company or the Company becoming aware of the occurrence that Relevant Default; or (iii) the Relevant Default has been procured by or approved by the Company or Bidco. (c) For the avoidance of doubt, subject to Clause 4.3 (Certain Funds), paragraph (a)(B) above shall not restrict the Facility Agent’s right to give any notice under Clause 26.18 (Acceleration) with respect to any Default or Event of Default which is not a Relevant Default.

Clean-Up Period. (a) Notwithstanding any other provision terms of this Agreement, during the period commencing on the Closing Date and expiring 90 days after the Closing Date (the “Clean-up Period”), if any Finance Document: matter or circumstance that exists in respect of the Company or any of its Subsidiaries would constitute (i) any a breach of a representation or warranty made in Section 8; or deemed to have been made or repeated under Clause 24 (Representations) (except in relation with any representation set out in Clauses 24.23 (Sanctions), 24.24 (Anti-Corruption) and 24.25 (Anti-money Laundering)); (ii) any a breach of any undertakings specified an undertaking in Clause 27 (General Undertakings) (except in relation with any undertaking set out in Clauses 27.30 (Sanctions) and 27.31 (Anti-corruption Law and Anti-money Laundering))Section 9 or Section 10; or or (iii) any Event of a Default (except in relation with any representation set out in Clauses 24.23 (Sanctions) , 24.24 (Anti-Corruption) and 24.25 (Anti-money Laundering) or undertaking set out in Clauses 27.30 (Sanctions) and 27.31 (Anti-corruption Law and Anti-money Laundering)), will be deemed not to be a breach of representation or warranty, a breach of covenant or an Event of Default Default, (as the case may bea “Relevant Default”) ifthen: (A) it would have been (if it were not for this provision) a breach of representation or warranty, a breach of covenant or an Event of Default only by reason of circumstances relating exclusively to: (1) in relation to the Acquisition, any member of the Target Group (or any obligation to procure or ensure in relation to a member of the Target Group) or (2) in relation to a Permitted Acquisition, the acquired person, business, undertakings or any member of the relevant target group (or any obligation to procure or ensure in relation to a member of such target group); (B) it is notified by the Obligors' Agent to the Agent as soon as reasonably practicable; (C) it is capable of remedy within the Clean-Up Period and reasonable steps are being taken to remedy it; (D) the circumstances giving rise to it have not been procured or approved by the Parent (in relation to the Acquisition) or any member of the Group following the Acquisition Closing Date and/or in relation to a Permitted Acquisition; and (E) it does not have or is not reasonably likely to have a Material Adverse Effect. (b) Notwithstanding the above, if the relevant circumstances are continuing on or after the last day of the Clean-Up Period, there shall be a breach of representation or warranty, breach of covenant or Event of Default, as the case may be (and without prejudice to any rights and remedies of the Finance Parties). (c) The Obligors’ Agent shall promptly notify the Agent upon becoming aware of its occurrence, the occurrence or existence Company shall notify the Administrative Agent of any that Relevant Default and the related event or circumstance which, but for this Clause 28.20 would constitute an Event of Default (and the steps, if any, being taken to remedy it); and (B) subject to clause (b) below, during the Clean-up Period that Relevant Default shall not constitute a Default or an Event of Default and the Administrative Agent shall not be entitled to take any action under Section 11.1 with respect to that Relevant Default until (if that Relevant Default is then continuing) the earlier of (1) the date immediately after the end of the Clean-up Period; and (2) the date (if any) on which a Material Adverse Effect occurs as a result of that Relevant Default. (b) Clause (a)(B) above shall not apply with respect to any Relevant Default to the extent that: (i) the Relevant Default is not capable of remedy; or (ii) the Relevant Default is capable of remedy and reasonable steps are not being taken to remedy it within 20 Business Days of the Administrative Agent giving notice to the Company or the Company becoming aware of the occurrence of that Relevant Default; or (iii) the Relevant Default has been procured by or approved by the Company or Holdings. (c) For the avoidance of doubt, subject to Section 7.3, clause (a)(B) above shall not restrict the Administrative Agent’s right to take any action under Section 11.1 with respect to any Default or Event of Default which is not a Relevant Default.

Clean-Up Period. (a) Notwithstanding any other provision terms of this Agreement, during the period commencing on the Closing Date and expiring 120 days after the Closing Date, if any matter or circumstance that exists in respect of any Finance Documentmember of the Target Group would constitute: (i) any a breach of a representation or warranty made or deemed to have been made or repeated under in Clause 24 17 (Representations) (except in relation with any representation set out in Clauses 24.23 (Sanctions), 24.24 (Anti-Corruption) and 24.25 (Anti-money Laundering));; or (ii) any a breach of any undertakings specified an undertaking in Clause 27 18 (Information Undertakings) or Clause 20 (General Undertakings) (except in relation with any undertaking set out in Clauses 27.30 (Sanctions) and 27.31 (Anti-corruption Law and Anti-money Laundering)); or (iii) any Event of a Default (except in relation with any representation set out in Clauses 24.23 (Sanctions) , 24.24 (Anti-Corruption) and 24.25 (Anti-money Laundering) or undertaking set out in Clauses 27.30 (Sanctions) and 27.31 (Anti-corruption Law and Anti-money Laundering)), will be deemed not to be a breach of representation or warranty, a breach of covenant or an Event of Default Default, (as the case may bea "Relevant Default") ifthen: (A) it would have been (if it were not for this provision) a breach of representation or warranty, a breach of covenant or an Event of Default only by reason of circumstances relating exclusively to: (1) in relation to the Acquisition, any member of the Target Group (or any obligation to procure or ensure in relation to a member of the Target Group) or (2) in relation to a Permitted Acquisition, the acquired person, business, undertakings or any member of the relevant target group (or any obligation to procure or ensure in relation to a member of such target group); (B) it is notified by the Obligors' Agent to the Agent as soon as reasonably practicable; (C) it is capable of remedy within the Clean-Up Period and reasonable steps are being taken to remedy it; (D) the circumstances giving rise to it have not been procured or approved by the Parent (in relation to the Acquisition) or any member of the Group following the Acquisition Closing Date and/or in relation to a Permitted Acquisition; and (E) it does not have or is not reasonably likely to have a Material Adverse Effect. (b) Notwithstanding the above, if the relevant circumstances are continuing on or after the last day of the Clean-Up Period, there shall be a breach of representation or warranty, breach of covenant or Event of Default, as the case may be (and without prejudice to any rights and remedies of the Finance Parties). (c) The Obligors’ Agent shall promptly notify the Agent upon becoming aware of its occurrence, the occurrence or existence Company shall notify the PIK Facility Agent of any that Relevant Default and the related event or circumstance which, but for this Clause 28.20 would constitute an Event of Default (and the steps, if any, being taken to remedy it); and (B) subject to paragraph (b) below, during the Clean-up Period that Relevant Default shall not constitute a Default or an Event of Default and the PIK Facility Agent shall not be entitled to give any notice under Clause 21.17 (Acceleration) with respect to that Relevant Default until (if that Relevant Default is then continuing) the earlier of: (iv) the date immediately after the end of the Clean-up Period; and (v) the date (if any) on which a Material Adverse Effect occurs as a result of that Relevant Default. (b) Paragraph (a)(B) above shall not apply with respect to any Relevant Default to the extent that: (i) the Relevant Default is not capable of remedy; or (ii) it is capable of remedy and reasonable steps are not being taken to remedy it within 20 Business Days of the PIK Facility Agent giving notice to the Company or the Company becoming aware of the occurrence that Relevant Default; or (iii) the Relevant Default has been procured by or approved by the Company or Bidco. (c) For the avoidance of doubt subject to Clause 4.2 (Certain Funds), paragraph (a)(B) above shall not restrict the PIK Facility Agent's right to give any notice under Clause 21.17 (Acceleration) with respect to any Default or Event of Default which is not a Relevant Default.

Clean-Up Period. (a) Notwithstanding any other provision of any Finance Document:In this Clause, Clean-Up Period means the period from the Unconditional Date to the date falling 180 days after the Unconditional Date. (ib) any breach of representation or warranty made or deemed to have been made or repeated under Clause 24 (Representations) (except in relation with any representation set out in Clauses 24.23 (Sanctions)If, 24.24 (Antiduring the Clean-Corruption) and 24.25 (Anti-money Laundering)); (ii) any breach of any undertakings specified in Clause 27 (General Undertakings) (except in relation with any undertaking set out in Clauses 27.30 (Sanctions) and 27.31 (Anti-corruption Law and Anti-money Laundering)); or (iii) any Event of Default (except in relation with any representation set out in Clauses 24.23 (Sanctions) , 24.24 (Anti-Corruption) and 24.25 (Anti-money Laundering) or undertaking set out in Clauses 27.30 (Sanctions) and 27.31 (Anti-corruption Law and Anti-money Laundering)), will be deemed not to be a breach of representation or warranty, a breach of covenant or an Event of Default (as the case may be) if: (A) it would have been (if it were not for this provision) a breach of representation or warranty, a breach of covenant or an Event of Default only by reason of circumstances relating exclusively to: (1) in relation to the AcquisitionUp Period, any event or circumstance occurs or exists solely with respect to a member of the Target Group (or solely with respect to any obligation of their assets or liabilities) which constitutes a Default (other than to procure the extent the relevant event or ensure circumstance constitutes a Default under Clause 31.3 (Breach of other obligations) for failure to comply with Clause 28.7 (Subsidiary Indebtedness) or Clause 30 (Refinancing of Target Indebtedness)): (i) the Companies must promptly notify the Facility Agent of that fact, giving a reasonable description of the relevant event or circumstance and the steps, if any, the relevant member of the Group proposes to take to remedy it; and (ii) except as set out in relation paragraph (c) below, during the Clean-Up Period, no Finance Party shall be entitled to take any of the actions or to give any notice referred to in Clause 31.11 (Acceleration), or to take any other action (or prevent any Utilisation), with respect to that Default. (c) Paragraph (b)(ii) shall not apply if: (i) the event or circumstance giving rise to the Default was procured or approved by a member of the Group (other than a member of the Target Group) or after the Unconditional Date; (2ii) in relation the Default is not capable of remedy; (iii) it would otherwise permit any Utilisation to be made by a Permitted Acquisition, the acquired person, business, undertakings or any member of the Group in respect of which any of the events or circumstances referred to in Clauses 31.5 (Cross acceleration) (other than to the extent the relevant target group event or circumstance has arisen as a result of the Acquisition), 31.6 (Insolvency), 31.7 (Creditors’ process) or any obligation to procure or ensure in relation to a member of such target group)31.9 (Security enforceable) have occurred; (Biv) it is notified by the Obligors' Agent to the Agent as soon as reasonably practicable; (C) it Default is capable of remedy within the Clean-Up Period and but reasonable steps are not being taken to remedy it; (D) it or the circumstances event or circumstance giving rise to it have not been procured or approved by the Parent (in relation to the Acquisition) or any member Event of the Group following the Acquisition Closing Date and/or in relation to a Permitted AcquisitionDefault; andor (Ev) it does not have or is not the Default would reasonably likely be expected to have a Material Adverse Effect. (bd) Notwithstanding the above, if If the relevant event or circumstances giving rise to the Event of Default are continuing on or after the last day end of the Clean-Up Period, there nothing in this Clause 31.12 (Clean-Up Period) shall be a breach prevent any Finance Party from taking any of representation the actions or warrantyfrom giving any notice referred to in Clause 31.11 (Acceleration), breach of covenant or from taking any other action which it is entitled to take under the Finance Documents, with respect to that Event of Default, as the case may be (and without prejudice to any rights and remedies of the Finance Parties). (c) The Obligors’ Agent shall promptly notify the Agent upon becoming aware of the occurrence or existence of any event or circumstance which, but for this Clause 28.20 would constitute an Event of Default and the steps, if any, being taken to remedy it.

Clean-Up Period. (a) Notwithstanding any other provision of any Finance Document:In this Clause 30.12, Clean-Up Period means the period from the Acquisition Date to the date falling 180 days after the Acquisition Date. (ib) any breach of representation or warranty made or deemed to have been made or repeated under Clause 24 (Representations) (except in relation with any representation set out in Clauses 24.23 (Sanctions)If, 24.24 (Antiduring the Clean-Corruption) and 24.25 (Anti-money Laundering)); (ii) any breach of any undertakings specified in Clause 27 (General Undertakings) (except in relation with any undertaking set out in Clauses 27.30 (Sanctions) and 27.31 (Anti-corruption Law and Anti-money Laundering)); or (iii) any Event of Default (except in relation with any representation set out in Clauses 24.23 (Sanctions) , 24.24 (Anti-Corruption) and 24.25 (Anti-money Laundering) or undertaking set out in Clauses 27.30 (Sanctions) and 27.31 (Anti-corruption Law and Anti-money Laundering)), will be deemed not to be a breach of representation or warranty, a breach of covenant or an Event of Default (as the case may be) if: (A) it would have been (if it were not for this provision) a breach of representation or warranty, a breach of covenant or an Event of Default only by reason of circumstances relating exclusively to: (1) in relation to the AcquisitionUp Period, any event or circumstance occurs or exists solely with respect to a member of the Target Group (or solely with respect to any obligation of their assets or liabilities) which constitutes a Default (other than to procure the extent the relevant event or ensure circumstance constitutes a Default under Clause 30.3 (Breach of other obligations) for failure to comply with Clause 28.7 (Subsidiary indebtedness)): (i) the Companies must promptly notify the Facility Agent of that fact, giving a reasonable description of the relevant event or circumstance and the steps, if any, the relevant member of the Group proposes to take to remedy it; and (ii) except as set out in relation paragraph (c) below, during the Clean-Up Period, no Finance Party shall be entitled to take any of the actions or to give any notice referred to in Clause 30.11 (Acceleration), or to take any other action (or prevent any Utilisation), with respect to that Default. (c) Paragraph (b)(ii) shall not apply if: (i) the event or circumstance giving rise to the Default was procured or approved by a member of the Group (other than a member of the Target Group) or after the Acquisition Date; (2ii) in relation the Default is not capable of remedy; (iii) it would otherwise permit any Utilisation to be made by a Permitted Acquisition, the acquired person, business, undertakings or any member of the Group in respect of which any of the events or circumstances referred to in Clauses 30.5 (Cross acceleration) (other than to the extent the relevant target group event or circumstance has arisen as a result of the Acquisition), 30.6 (Insolvency), 30.7 (Creditors’ process) or any obligation to procure or ensure in relation to a member of such target group)30.9 (Security enforceable) have occurred; (Biv) it is notified by the Obligors' Agent to the Agent as soon as reasonably practicable; (C) it Default is capable of remedy within the Clean-Up Period and but reasonable steps are not being taken to remedy it; (D) it or the circumstances event or circumstance giving rise to it have not been procured or approved by the Parent (in relation to the Acquisition) or any member Event of the Group following the Acquisition Closing Date and/or in relation to a Permitted AcquisitionDefault; andor (Ev) it does not have or is not the Default would reasonably likely be expected to have a Material Adverse Effect. (bd) Notwithstanding the above, if If the relevant event or circumstances giving rise to the Event of Default are continuing on or after the last day end of the Clean-Up Period, there nothing in this Clause 30.12 shall be a breach prevent any Finance Party from taking any of representation the actions or warrantyfrom giving any notice referred to in Clause 30.11 (Acceleration), breach of covenant or from taking any other action which it is entitled to take under the Finance Documents, with respect to that Event of Default, as the case may be (and without prejudice to any rights and remedies of the Finance Parties). (c) The Obligors’ Agent shall promptly notify the Agent upon becoming aware of the occurrence or existence of any event or circumstance which, but for this Clause 28.20 would constitute an Event of Default and the steps, if any, being taken to remedy it.

Clean-Up Period. (a) Notwithstanding any other provision terms of this Agreement, during the period commencing on the Closing Date and expiring 120 days after the Closing Date, if any matter or circumstance that exists in respect of any Finance Documentmember of the Target Group would constitute: (i) any a breach of a representation or warranty made or deemed to have been made or repeated under in Clause 24 17 (Representations) (except in relation with any representation set out in Clauses 24.23 (Sanctions), 24.24 (Anti-Corruption) and 24.25 (Anti-money Laundering));; or (ii) any a breach of any undertakings specified an undertaking in Clause 27 18 (Information undertakings) or Clause 20 (General Undertakings) (except in relation with any undertaking set out in Clauses 27.30 (Sanctions) and 27.31 (Anti-corruption Law and Anti-money Laundering)undertakings); or (iii) any Event of a Default (except in relation with any representation set out in Clauses 24.23 (Sanctions) , 24.24 (Anti-Corruption) and 24.25 (Anti-money Laundering) or undertaking set out in Clauses 27.30 (Sanctions) and 27.31 (Anti-corruption Law and Anti-money Laundering)), will be deemed not to be a breach of representation or warranty, a breach of covenant or an Event of Default Default, (as the case may bea “Relevant Default”) ifthen: (A) it would have been (if it were not for this provision) a breach of representation or warranty, a breach of covenant or an Event of Default only by reason of circumstances relating exclusively to: (1) in relation to the Acquisition, any member of the Target Group (or any obligation to procure or ensure in relation to a member of the Target Group) or (2) in relation to a Permitted Acquisition, the acquired person, business, undertakings or any member of the relevant target group (or any obligation to procure or ensure in relation to a member of such target group); (B) it is notified by the Obligors' Agent to the Agent as soon as reasonably practicable; (C) it is capable of remedy within the Clean-Up Period and reasonable steps are being taken to remedy it; (D) the circumstances giving rise to it have not been procured or approved by the Parent (in relation to the Acquisition) or any member of the Group following the Acquisition Closing Date and/or in relation to a Permitted Acquisition; and (E) it does not have or is not reasonably likely to have a Material Adverse Effect. (b) Notwithstanding the above, if the relevant circumstances are continuing on or after the last day of the Clean-Up Period, there shall be a breach of representation or warranty, breach of covenant or Event of Default, as the case may be (and without prejudice to any rights and remedies of the Finance Parties). (c) The Obligors’ Agent shall promptly notify the Agent upon becoming aware of its occurrence, the occurrence or existence Borrower shall notify the Bridge Facility Agent of any that Relevant Default and the related event or circumstance which, but for this Clause 28.20 would constitute an Event of Default (and the steps, if any, being taken to remedy it); and (B) subject to paragraph (b) below, during the Clean-up Period that Relevant Default shall not constitute a Default or an Event of Default and the Bridge Facility Agent shall not be entitled to give any notice under Clause 21.15 (Acceleration) with respect to that Relevant Default until (if that Relevant Default is then continuing) the earlier of: (i) the date immediately after the end of the Clean-up Period; and (ii) the date (if any) on which a Material Adverse Effect occurs as a result of that Relevant Default. (b) Paragraph (a)(B) above shall not apply with respect to any Relevant Default to the extent that: (i) the Relevant Default is not capable of remedy; or (ii) it is capable of remedy and reasonable steps are not being taken to remedy it within 20 Business Days of the Bridge Facility Agent giving notice to the Borrower or the Borrower becoming aware of the occurrence that Relevant Default; or (iii) the Relevant Default has been procured by or approved by the Borrower or Bidco. (c) For the avoidance of doubt subject to Clause 4.2 (Certain Funds), paragraph (a)(B) above shall not restrict the Bridge Facility Agent’s right to give any notice under Clause 21.15 (Acceleration) with respect to any Default or Event of Default which is not a Relevant Default.

Clean-Up Period. (a) Notwithstanding any other provision of any Finance Document: (ia) any breach of a representation or warranty made or deemed to have been made or repeated under Clause 24 21 (Representations) or an undertaking under Clauses 22 (except in relation with any representation set out in Clauses 24.23 (Sanctions), 24.24 (Anti-CorruptionInformation Undertakings) and 24.25 (Anti-money Laundering)); (ii) any breach of any undertakings specified in Clause 27 or 24 (General Undertakings) (except in relation with any undertaking set out in Clauses 27.30 (Sanctions) and 27.31 (Anti-corruption Law and Anti-money Laundering)); or (iiib) any Default or Event of Default (except in relation with any representation set out in Clauses 24.23 (Sanctions) Default, 24.24 (Anti-Corruption) and 24.25 (Anti-money Laundering) or undertaking set out in Clauses 27.30 (Sanctions) and 27.31 (Anti-corruption Law and Anti-money Laundering))other than a Non‑Clean‑Up Default, will be deemed not to be a breach of representation or warranty, a breach of covenant or an undertaking, a Default, an Event of Default or a reason for any Lender not to comply with its obligations under Clause 5.4 (Lenders’ participation) (as the case may be) during the relevant Clean‑Up Period if: (Ai) it would have been (if it were not for this provision) a breach of representation or warranty, a breach of covenant an undertaking, a Default or an Event of Default only by reason of circumstances or matters relating exclusively to: to a person, business or undertaking which is the subject of a Permitted Acquisition (1) in relation to including, for the avoidance of doubt, the Acquisition, ) (or any obligation for any member of the Target Group (or any obligation to procure or ensure in relation to a member any person, business or undertaking which is the subject of the Target Group) or (2) in relation to a Permitted AcquisitionAcquisition (including, for the avoidance of doubt, the acquired person, business, undertakings or any member of the relevant target group (or any obligation to procure or ensure in relation to a member of such target groupAcquisition)); (B) it is notified by the Obligors' Agent to the Agent as soon as reasonably practicable; (Cii) it is capable of remedy within and, if the Clean-Up Period and Parent is aware of it, reasonable steps are being going to be taken to remedy it; (Diii) the circumstances giving rise to it have not been procured by or approved by the Parent (in relation to the Acquisition) or any member of the Group following the Acquisition Closing Date and/or in relation to a Permitted Acquisition; andan Obligor; (Eiv) it does not have or is not reasonably likely to have a Material Adverse Effect.; and (bv) Notwithstanding the above, if circumstances giving rise to it do not exist after the Clean‑Up Date. If the relevant breach or circumstances are continuing on or after the last day of the Clean-Up PeriodClean‑Up Date, there shall be a breach of representation or warranty, breach of covenant or Event of Default or Default, as the case may be notwithstanding the above (and without prejudice to any the rights and remedies of the Finance Parties). (c) The Obligors’ Agent shall promptly notify the Agent upon becoming aware of the occurrence or existence of any event or circumstance which, but for this Clause 28.20 would constitute an Event of Default and the steps, if any, being taken to remedy it.

Clean-Up Period. (a) Notwithstanding any other provision of any Finance Document: (ia) any breach of a representation or warranty made or deemed to have been made or repeated under Clause 24 Xxxxxx 23 (Representations) or an undertaking under Clause 26 (except in relation with any representation set out in Clauses 24.23 General undertakings) (Sanctions), 24.24 other than a breach of 23.18 (Anti-Corruptioncorruption) and 24.25 paragraph (Anti-money Laundering)); (iib)(i) any breach of any undertakings specified in Clause 27 (General Undertakings) (except in relation with any undertaking set out in Clauses 27.30 (Sanctions) and 27.31 26.5 (Anti-corruption Law law) and Anti-money Launderingparagraph (b)(i) of Clause 26.32 (Sanctions)); or (iiib) any Event of Default (except in relation with any representation set out in Clauses 24.23 (Sanctions) , 24.24 other than a breach of 23.18 (Anti-Corruptioncorruption) and 24.25 paragraph (Anti-money Launderingb)(i) or undertaking set out in Clauses 27.30 (Sanctions) and 27.31 of Clause 26.5 (Anti-corruption Law law) and Anti-money Launderingparagraph (b)(i) of Clause 26.32 (Sanctions)), which occurs during a Clean-Up Period will be deemed not to be a breach of representation or warranty, a breach of covenant undertaking or an Event of a Default (as the case may be) if: (Ai) it would have been (if it were not for this provisionClause 27.19) a breach of representation or warranty, a breach of covenant undertaking or an Event of a Default only by reason of circumstances relating exclusively to: , the target company (1or any of its Subsidiaries) in relation to or the Acquisition, any member business or undertaking which is the subject of the Target Group relevant acquisition (or any obligation to procure or ensure in relation to a member of the Target Group) that company, Subsidiary, business or (2) in relation to a Permitted Acquisition, the acquired person, business, undertakings or any member of the relevant target group (or any obligation to procure or ensure in relation to a member of such target group);undertaking): (B) it is notified by the Obligors' Agent to the Agent as soon as reasonably practicable; (Cii) it is capable of remedy within the Clean-Up Period and reasonable steps are being taken to remedy it; (Diii) the circumstances giving rise to it have not been procured by or approved by the Parent (in relation to Company or any other member of the Acquisition) Group or the Sponsor other than any member of the Group following which was the Acquisition Closing Date and/or in relation to a Permitted Acquisitionsubject of the relevant acquisition; and (Eiv) it does not have or is not reasonably likely to have a Material Adverse Effect. (b) Notwithstanding the above, if . If the relevant circumstances are continuing on or after the last day end of the that Clean-Up Period, there shall be a breach of representation or warranty, breach of covenant undertaking or Event of Default, as the case may be notwithstanding the above (and without prejudice to any the rights and remedies of the Finance Parties). (c) The Obligors’ Agent shall promptly notify the Agent upon becoming aware of the occurrence or existence of any event or circumstance which, but for this Clause 28.20 would constitute an Event of Default and the steps, if any, being taken to remedy it.

Clean-Up Period. (a) Notwithstanding any other provision of any Finance Document, during the Clean-Up Period (relating to the Acquisition or a Future Acquisition), any event or circumstance which constitutes: (i) any breach of representation a Clean-Up Representation or warranty made or deemed to have been made or repeated under Clause 24 (Representations) (except in relation with any representation set out in Clauses 24.23 (Sanctions), 24.24 (Antia Clean-Corruption) and 24.25 (Anti-money Laundering));Up Undertaking; or (ii) any breach of any undertakings specified in Clause 27 (General Undertakings) (except in relation with any undertaking set out in Clauses 27.30 (Sanctions) and 27.31 (Anti-corruption Law and Anti-money Laundering)); or (iii) any Event of Default (except in relation with any representation set out in Clauses 24.23 (Sanctions) , 24.24 (Anticonstituting a Clean-Corruption) and 24.25 (Anti-money Laundering) or undertaking set out in Clauses 27.30 (Sanctions) and 27.31 (Anti-corruption Law and Anti-money Laundering))Up Default, will be deemed not to be a breach of representation or warranty, a breach of covenant covenant, a Default or an Event of Default (as the case may be) with respect to (in the case of the Clean-Up Period relating to the Acquisition) any Target Group Member or (in the case of the Clean-Up Period relating to a Future Acquisition) any member of the Future Target Group in respect of such Future Acquisition if: (A) it would have been (if it were not for this provision) a breach of representation or warranty, a breach of covenant covenant, a Default or an Event of Default only by reason of circumstances relating exclusively to: (1) in relation to such Target Group Member or, as the Acquisitioncase may be, any such member of the Future Target Group (or any obligation to procure or ensure in relation to a such Target Group Member or, as the case may be, such member of the Future Target Group) or (2) in relation to a Permitted Acquisition, the acquired person, business, undertakings or any member of the relevant target group (or any obligation to procure or ensure in relation to a member of such target group); (B) it is notified by the Obligors' Agent to the Agent as soon as reasonably practicable; (C) it is capable of remedy within on or before the expiry of such Clean-Up Period and reasonable steps are being taken to remedy it; (DC) the circumstances giving rise to it have not been procured by or approved by any Transaction Obligor, Holdco, the Parent (in relation to Parent, the Acquisition) Company or any member of the other Group following the Acquisition Closing Date and/or in relation to a Permitted AcquisitionMember; and (ED) it does not have or is would not reasonably likely be expected to have a Material Adverse Effect. (b) Notwithstanding the above, provided that if the relevant circumstances are such event or circumstance is continuing on or after the last day expiry of the such Clean-Up Period, there shall be a breach of representation or warranty, breach of covenant covenant, Default or Event of Default, as the case may be notwithstanding the above (and without prejudice to any the rights and remedies of the Finance PartiesParties in respect thereof shall be fully preserved). (cb) The Obligors’ Agent shall promptly notify If, on or before the Agent upon becoming aware expiry of a Clean-Up Period relating to the occurrence Acquisition or existence of a Future Acquisition), any event or circumstance which, but for this Clause 28.20 has occurred with respect to (in the case of the Clean-Up Period relating to the Acquisition) any Target Group Member or (in the case of the Clean-Up Period relating to a Future Acquisition) any member of the Future Target Group in respect of such Future Acquisition which would constitute an Event a Clean-Up Default have occurred, as soon as reasonably practicable after becoming aware of its occurrence or existence, the Borrower shall notify the Facility Agent of that Clean-Up Default and such event or circumstance (and the steps, if any, being taken to remedy it).

Clean-Up Period. (a) Notwithstanding any other provision of any Finance Document: , in respect of any Permitted Acquisition made after the date of this Agreement, during the period from the date of closing (ihowever defined) any breach of representation or warranty made or deemed that Permitted Acquisition to have been made or repeated under Clause 24 the date falling 90 days thereafter (Representations) (except in relation with any representation set out in Clauses 24.23 (Sanctionsthe “Clean-up Period”), 24.24 (Anti-Corruption) and 24.25 (Anti-money Laundering)); (ii) if any breach matter or circumstance that exists exclusively in respect of any undertakings specified in Clause 27 entity which is the direct or indirect subject of the relevant Permitted Acquisition (General Undertakingsand which matter or circumstance exists prior to or on (but not after) the date of the closing (except in relation with any undertaking set out in Clauses 27.30 (Sanctionshowsoever defined) and 27.31 (Anti-corruption Law and Anti-money Laundering)); or (iiiof the relevant Permitted Acquisition) any Event of Default (except in relation with any representation set out in Clauses 24.23 (Sanctions) , 24.24 (Anti-Corruption) and 24.25 (Anti-money Laundering) or undertaking set out in Clauses 27.30 (Sanctions) and 27.31 (Anti-corruption Law and Anti-money Laundering)), will be deemed not to be would constitute a breach of representation or warranty, a breach of covenant or an Event of a Default (as the case may bein each case, a “Clean-up Default”) ifthen: (Ai) it would have been (if it were not for this provision) a breach promptly upon becoming aware of representation or warranty, a breach of covenant or an Event of Default only by reason of circumstances relating exclusively to: (1) in relation to the Acquisition, any member of the Target Group (or any obligation to procure or ensure in relation to a member of the Target Group) or (2) in relation to a Permitted Acquisitionits occurrence, the acquired personCompany shall notify the Facility Agent of that Clean-up Default and the related event or circumstance (and the steps, businessif any, undertakings or being taken to remedy it); and (ii) subject to paragraph (b) below, during the Clean-up Period that Clean-up Default shall not constitute a Default. (b) Paragraph (a) above shall not apply with respect to any member Clean-up Default that: (i) is not capable of the relevant target group (or any obligation to procure or ensure in relation to a member of such target group)remedy; (Bii) it is notified by the Obligors' Agent to the Agent as soon as reasonably practicable; (C) it is capable of remedy within the Clean-Up Period and but reasonable steps are not being taken to remedy it; (Diii) the circumstances giving rise to it have not has been procured by or approved by the Parent (in relation to the Acquisition) or any member of the Group following the Acquisition Closing Date and/or in relation to a Permitted AcquisitionCompany; andor (Eiv) it does not have or is not could reasonably likely be expected to have a Material Adverse Effect. (bc) Notwithstanding the above, if If the relevant circumstances are continuing on or after the last day end of the Clean-Up up Period, there shall be a breach of representation or warranty, breach of covenant or Event of Default, as the case may be notwithstanding the above (and without prejudice to any the rights and remedies of the Finance Parties). (cd) The Obligors’ Agent shall promptly notify If a Clean-up Default is continuing in relation to a Material Subsidiary, during the Agent upon becoming aware period until the earlier of the occurrence or existence end of any event or circumstance which, but for this Clause 28.20 would constitute an Event of Default the relevant Clean-up Period and the stepsrelevant Clean-up Default ceasing to continue, if anyany Subsidiary which ceased or would cease to be a Material Subsidiary as a result of the relevant Permitted Acquisition, being taken by operation of the definition of Material Subsidiary, shall continue to remedy itbe a Material Subsidiary.

Clean-Up Period. (a) Notwithstanding any other provision of any Finance Document:In this Clause 29.12, Clean-Up Period means the period from the Closing Date to the date falling 180 days after the Closing Date. (ib) any breach of representation or warranty made or deemed to have been made or repeated under Clause 24 (Representations) (except in relation with any representation set out in Clauses 24.23 (Sanctions)If, 24.24 (Antiduring the Clean-Corruption) and 24.25 (Anti-money Laundering)); (ii) any breach of any undertakings specified in Clause 27 (General Undertakings) (except in relation with any undertaking set out in Clauses 27.30 (Sanctions) and 27.31 (Anti-corruption Law and Anti-money Laundering)); or (iii) any Event of Default (except in relation with any representation set out in Clauses 24.23 (Sanctions) , 24.24 (Anti-Corruption) and 24.25 (Anti-money Laundering) or undertaking set out in Clauses 27.30 (Sanctions) and 27.31 (Anti-corruption Law and Anti-money Laundering)), will be deemed not to be a breach of representation or warranty, a breach of covenant or an Event of Default (as the case may be) if: (A) it would have been (if it were not for this provision) a breach of representation or warranty, a breach of covenant or an Event of Default only by reason of circumstances relating exclusively to: (1) in relation to the AcquisitionUp Period, any event or circumstance occurs or exists solely with respect to a member of the Target Group (or solely with respect to any obligation of their assets or liabilities) which constitutes a Default (other than to procure the extent the relevant event or ensure circumstance constitutes a Default under Clause 29.3 (Breach of other obligations) for failure to comply with Clause 27.7 (Subsidiary indebtedness)): (i) the Companies must promptly notify the Facility Agent of that fact, giving a reasonable description of the relevant event or circumstance and the steps, if any, the relevant member of the Group proposes to take to remedy it; and (ii) except as set out in relation paragraph (c) below, during the Clean-Up Period, no Finance Party shall be entitled to take any of the actions or to give any notice referred to in Clause 29.11 (Acceleration), or to take any other action (or prevent any Utilisation), with respect to that Default. (c) Paragraph (b)(ii) shall not apply if: (i) the event or circumstance giving rise to the Default was procured or approved by a member of the Group (other than a member of the Target Group) or after the Closing Date; (2ii) in relation the Default is not capable of remedy; (iii) it would otherwise permit any Utilisation to be made by a Permitted Acquisition, the acquired person, business, undertakings or any member of the Group in respect of which any of the events or circumstances referred to in Clauses 29.5 (Cross acceleration) (other than to the extent the relevant target group event or circumstance has arisen as a result of the Acquisition), 29.6 (Insolvency), 29.7 (Creditors’ process) or any obligation to procure or ensure in relation to a member of such target group)29.9 (Security enforceable) have occurred; (Biv) it is notified by the Obligors' Agent to the Agent as soon as reasonably practicable; (C) it Default is capable of remedy within the Clean-Up Period and but reasonable steps are not being taken to remedy it; (D) it or the circumstances event or circumstance giving rise to it have not been procured or approved by the Parent (in relation to the Acquisition) or any member Event of the Group following the Acquisition Closing Date and/or in relation to a Permitted AcquisitionDefault; andor (Ev) it does not have or is not the Default would reasonably likely be expected to have a Material Adverse Effect. (bd) Notwithstanding the above, if If the relevant event or circumstances giving rise to the Event of Default are continuing on or after the last day end of the Clean-Up Period, there nothing in this Clause 29.12 shall be a breach prevent any Finance Party from taking any of representation the actions or warrantyfrom giving any notice referred to in Clause 29.11 (Acceleration), breach of covenant or from taking any other action which it is entitled to take under the Finance Documents, with respect to that Event of Default, as the case may be (and without prejudice to any rights and remedies of the Finance Parties). (c) The Obligors’ Agent shall promptly notify the Agent upon becoming aware of the occurrence or existence of any event or circumstance which, but for this Clause 28.20 would constitute an Event of Default and the steps, if any, being taken to remedy it.

Clean-Up Period. (a) Notwithstanding any other provision of any Finance Document: , in respect of any Permitted Acquisition made after the date of this Agreement, during the period from the date of closing (ihowever defined) any breach of representation or warranty made or deemed that Permitted Acquisition to have been made or repeated under Clause 24 the date falling 90 days thereafter (Representations) (except in relation with any representation set out in Clauses 24.23 (Sanctionsthe “Clean-up Period”), 24.24 (Anti-Corruption) and 24.25 (Anti-money Laundering)); (ii) if any breach matter or circumstance that exists exclusively in respect of any undertakings specified in Clause 27 entity which is the direct or indirect subject of the relevant Permitted Acquisition (General Undertakingsand which matter or circumstance exists prior to or on (but not after) the date of the closing (except in relation with any undertaking set out in Clauses 27.30 (Sanctionshowsoever defined) and 27.31 (Anti-corruption Law and Anti-money Laundering)); or (iiiof the relevant Permitted Acquisition) any Event of Default (except in relation with any representation set out in Clauses 24.23 (Sanctions) , 24.24 (Anti-Corruption) and 24.25 (Anti-money Laundering) or undertaking set out in Clauses 27.30 (Sanctions) and 27.31 (Anti-corruption Law and Anti-money Laundering)), will be deemed not to be would constitute a breach of representation or warranty, a breach of covenant or an Event of a Default (as the case may bein each case, a “Clean-up Default”) ifthen: (Ai) it would have been (if it were not for this provision) a breach promptly upon becoming aware of representation or warranty, a breach of covenant or an Event of Default only by reason of circumstances relating exclusively to: (1) in relation to the Acquisition, any member of the Target Group (or any obligation to procure or ensure in relation to a member of the Target Group) or (2) in relation to a Permitted Acquisitionits occurrence, the acquired person, business, undertakings or any member Company shall notify the Facility Agent of the relevant target group (or any obligation to procure or ensure in relation to a member of such target group); (B) it is notified by the Obligors' Agent to the Agent as soon as reasonably practicable; (C) it is capable of remedy within the that Clean-Up Period up Default and reasonable steps are the related event or circumstance (and the steps, if any, being taken to remedy it); and (ii) subject to paragraph (b) below, during the Clean-up Period that Clean-up Default shall not constitute a Default. (b) Paragraph (a) above shall not apply with respect to any Clean-up Default that: (i) is not capable of remedy; (Dii) the circumstances giving rise is capable of remedy but reasonable steps are not being taken to it have not remedy it; ​ ​ ​ (iii) has been procured by or approved by the Parent (in relation to the Acquisition) or any member of the Group following the Acquisition Closing Date and/or in relation to a Permitted AcquisitionCompany; andor (Eiv) it does not have or is not could reasonably likely be expected to have a Material Adverse Effect. (bc) Notwithstanding the above, if If the relevant circumstances are continuing on or after the last day end of the Clean-Up up Period, there shall be a breach of representation or warranty, breach of covenant or Event of Default, as the case may be notwithstanding the above (and without prejudice to any the rights and remedies of the Finance Parties). (cd) The Obligors’ Agent shall promptly notify If a Clean-up Default is continuing in relation to a Material Subsidiary, during the Agent upon becoming aware period until the earlier of the occurrence or existence end of any event or circumstance which, but for this Clause 28.20 would constitute an Event of Default the relevant Clean-up Period and the stepsrelevant Clean-up Default ceasing to continue, if anyany Subsidiary which ceased or would cease to be a Material Subsidiary as a result of the relevant Permitted Acquisition, being taken by operation of the definition of Material Subsidiary, shall continue to remedy itbe a Material Subsidiary.

Clean-Up Period. (a) 24.18.1 Notwithstanding any other provision of any Finance Document: (ia) any breach by a member of the Target Group of a representation or warranty made or deemed to have been made or repeated under Clause 24 20 (Representations) (except in relation with any representation set out in Clauses 24.23 (Sanctions), 24.24 (Anti-Corruption) and 24.25 (Anti-money Laundering)); (iib) any breach by a member of any undertakings specified in the Target Group of an undertaking given by the Target Group under Clause 27 23 (General Undertakings) (except in relation with any undertaking set out in Clauses 27.30 (Sanctions) and 27.31 (Anti-corruption Law and Anti-money Laundering)); or (iiic) any Event of Default (except in relation with any representation set out in Clauses 24.23 (Sanctions) , 24.24 (Anti-Corruption) and 24.25 (Anti-money Laundering) or undertaking set out in Clauses 27.30 (Sanctions) and 27.31 (Anti-corruption Law and Anti-money Laundering))by a member of the Target Group, will be deemed not to be a breach of representation or warranty, a breach of covenant that undertaking or an Event of Default (as the case may be) if: (Ai) it would have been (if it were not for this provision) a breach of representation or warranty, a breach of covenant undertaking or an Event of Default only by reason of circumstances relating exclusively to: (1) in relation to the Acquisition, any that member of the Target Group (or any obligation to procure or ensure in relation to a member of the Target Group) or (2) in relation to a Permitted Acquisition, the acquired person, business, undertakings or any member of the relevant target group (or any obligation to procure or ensure in relation to a member of such target group); (Bii) it is notified by the Obligors' Agent does not relate to the Agent as soon as reasonably practicablean Excluded Representation or an Excluded Event of Default; (Ciii) it is capable of remedy within the Clean-Up Period and reasonable steps are being taken to remedy it; (Div) it occurs and is remedied within 4 months of the Acquisition Date (the Clean-up Date); (v) the circumstances giving rise to it have not been procured by or approved by any Original Obligor; (vi) it does not prevent the Parent (in relation to granting of security over the Acquisition) or any member of the Group following the Acquisition Closing Date and/or in relation to a Permitted AcquisitionTarget Assets; and (Evii) it does not have or is not reasonably likely to have a Material Adverse Effect. (b) Notwithstanding the above, if 24.18.2 If the relevant circumstances are continuing on or after the last day of the Clean-Up Periodup Date, there shall be a breach of representation or warranty, breach of covenant or Event of Default, as the case may be notwithstanding the above (and without prejudice to any the rights and remedies of the Finance Parties). (c) The Obligors’ Agent shall promptly notify the Agent upon becoming aware of the occurrence or existence of any event or circumstance which, but for 24.18.3 In this Clause 28.20 would constitute 24.18: Excluded Event of Default means an Event of Default and the stepsunder Clause 24.1 (Non-payment), if any, being taken Clause 24.4 (Misrepresentation) (but only in so far as it relates to remedy it.an Excluded Representation); and